Roberta Romano

Sterling Professor of Law and Director, Yale Law School Center for the Study of Corporate Law

Roberta Romano is Sterling Professor of Law at Yale Law School and Director of the Yale Law School Center for the Study of Corporate Law. Her research has focused on state competition for corporate charters, the political economy of takeover regulation, shareholder litigation, institutional investor activism in corporate governance and the regulation of securities markets and financial instruments and institutions.

Courses Taught

Roberta Romano is Sterling Professor of Law at Yale Law School and Director of the Yale Law School Center for the Study of Corporate Law. Her research has focused on state competition for corporate charters, the political economy of takeover regulation, shareholder litigation, institutional investor activism in corporate governance and the regulation of securities markets and financial instruments and institutions. Professor Romano is a fellow of the American Academy of Arts and Sciences and the European Corporate Governance Institute, a research associate of the National Bureau for Economic Research, a past President of the American Law and Economics Association and the Society for Empirical Legal Studies, and a past co-editor of the Journal of Law, Economics and Organization. She has received the Yale Law Women teaching award three times and is the author of The Genius of American Corporate Law (1993) and The Advantage of Competitive Federalism for Securities Regulation (2002), editor of Foundations of Corporate Law, 2d ed. (2010) and co-editor with Shen Wei, of Financial Regulation After the Global Financial Crisis: US and China Perspectives (2017) (in Chinese).

The Market for Corporate Law Redux in F. Parisi, ed., Oxford Handbook of Law and Economics (Oxford University Press 2017)

Regulating in the Dark and a Postscript Assessment of the Iron Law of Financial Regulation, 43 Hofstra Law Review 25 (2014); an updated version of the postscript part published as Further Assessment of the Iron Law of Financial Regulation: A Postscript to Regulating in the Dark, in A. Anand, ed., Systemic Risk, Institutional Design and the Regulation of Financial Markets (Oxford University Press, 2016); and a slightly revised version of the postscript published as Pitfalls in the Iron Law of Financial Regulation: A Postscript to Regulating in the Dark, in R. Waldburger, P. Sester, C. Peter and C. Baer, eds., Law & Economics Festschrift für Peter Nobel zum 70. Geburtstag (Stämpfli Verlag AG, Bern, 2015)

For Diversity in the International Regulation of Financial Institutions: Critiquing and Recalibrating the Basel Architecture, 31 Yale Journal on Regulation 1 (2014), reprinted in G. Miller, ed., Economics of Financial Law (Edward Elgar 2016); translated and reprinted in two parts in China Financial and Economics University Law School Journal (2016) (translated by Shen Wei) and as “For Diversity in the International Regulation of Financial Institutions: Rethinking the Basel Architecture,“ in Financial Regulation After the Global Financial Crisis: US and China Perspectives (Roberta Romano and Shen Wei, Eds.) (China Law Press, 2017).

Regulating in the Dark, in C. Coglianese, ed., Regulatory Breakdown: The Crisis of Confidence in U.S. Regulation (University of Pennsylvania Press, 2012); translated and reprinted in SJTU Law Review, No.3, p. 10 (Sept. 2013) (translated by Xiaochuan Weng); and in Financial Regulation After the Global Financial Crisis: US and China Perspectives (Roberta Romano and Shen Wei, Eds.) (China Law Press, 2017); earlier version published in Revue trimestrielle de Droit financier – Corporate Finance and Capital Markets Law Review, volume 2011-4; abridged version published in 1 Journal of Financial Perspectives 23 (2013) and Z. Shishido, ed., Enterprise Law: Contracts, Markets, and Law in the US and Japan (Edward Elgar, 2014).

Judicial Decisions and Financial Innovation: An Example from Protective Covenants in Debt Contracts, 4 Securities Law Review 404 (2011), a publication of the Shanghai Stock Exchange (translated by Chen Yangyang)

The States as a Laboratory: Legal Innovation and State Competition for Corporate Charters, 23 Yale Journal on Regulation 209 (2006), and abridged version in A. Gerber and E. Patashnik, eds., Promoting the General Welfare: New Perspectives on Government Performance 282 (Brookings Institution Press 2006); reprinted in 48 Corporate Practice Commentator 669 (2007) and in Robert D. Cooter and Francesco Parisi, eds., Legal Institutions and Economic Development (Edward Elgar, 2010)

Explaining American Exceptionalism in Corporate Law, in J. McCahery, et al., eds., International Regulatory Competition and Coordination: Perspectives on Economic Regulation in Europe and the United States 127 (Clarendon Press, 1996)

A Thumbnail Sketch of Derivative Securities and Their Regulation, 55 Maryland Law Review 1 (1996)

A Guide to Takeovers: Theory, Evidence and Regulation, 9 Yale Journal on Regulation 119 (1992); a version of the article was reprinted in K. Hopt and E. Wymeersch, eds., European Takeovers - Law and Practice (Butterworths, 1992)

State Competition for Close-Corporation Charters: A Commentary, 70 Washington University Law Quarterly 409 (1992)

Theory of the Firm and Corporate Sentencing: Comment on Baysinger and Macey, 71 Boston University Law Review 377 (1991)

Corporate Governance in the Aftermath of the Insurance Crisis, in P. Schuck, ed., Tort Law and the Public Interest: Competition, Innovation, and Consumer Welfare (W.W. Norton, 1991); expanded version published in 39 Emory Law Journal 1155 (1990)

LBO Performance: Comments on Chapter 19, in A. Sametz, ed., The Battle for Corporate Control (Business One Irwin, 1991)

The Politics of the Brady Report: A Comment, 74 Cornell Law Review 865 (1989)

The Future of Hostile Takeovers: Legislation and Public Opinion, 57 University of Cincinnati Law Review 457 (1988)

Directors' and Officers' Liability Insurance: What Went Wrong?, in W. Olson, ed., New Directions in Liability Law (Academy of Political Science, 1988); revised version published as, What Went Wrong with Directors' and Officers' Liability Insurance?, 14 Delaware Journal of Corporate Law 1 (1989), reprinted in Insurance Law Anthology, volume IV (1989-90)